Falcon Oil & Gas Ltd - Proposed Fundraising and grant of ORRIs
to raise gross proceeds of approximately $8.5 million (£6.8
million)
THIS ANNOUNCEMENT (INCLUDING THE
APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART,
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PREPARED IN ACCORDANCE WITH THE AIM RULES OR FORM PART OF ANY
OFFER, RECOMMENDATION, INVITATION TO SELL OR ISSUE, OR ANY
SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES IN THE CAPITAL OF THE COMPANY. ACCORDINGLY, THIS
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BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD
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THE INFORMATION COMMUNICATED IN THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO.596/2014
(AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018)
("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
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ANNOUNCEMENT, WITH
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TO BE IN THE
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IN POSSESSION OF INSIDE INFORMATION.
18 April
2024
Falcon Oil
& Gas
Ltd
(“Falcon”, the “Company” or the
“Group”)
Proposed Fundraising and grant of ORRIs
to raise gross proceeds of approximately $8.5 million (£6.8
million)
Falcon Oil & Gas Ltd (AIM: FOG, TSXV: FO.V),
the international oil and gas company engaged in the exploration
and development of unconventional oil and gas assets, is pleased to
announce a proposed placing of new Common Shares of the Company
(the "Placing Shares") at a price of 6p per
Placing Share (the "Issue Price") by way of a
conditional placing of the Placing Shares with institutional
investors (the “Placing”) and proposed direct
subscriptions for new Common Shares of the Company (the
“Subscription Shares”) by certain new and existing
investors at the Issue Price (the “Subscription”)
in order to raise gross proceeds of up to US$4.5 million (c.£3.6
million) (the Placing and the Subscriptions together, the
"Fundraising").
Alongside the Fundraising, Falcon Oil & Gas
Australia Limited (“Falcon Australia”) has agreed
to grant Daly Waters Energy, LP (“Daly Waters”)
and a major US-based energy industry service provider overriding
royalty interests (“ORRIs”) over Falcon
Australia’s working interests in the Beetaloo Sub-Basin exploration
permits in return for cash payments of US$3 million and US$1
million, respectively, as further detailed below. Completion of the
grant of the ORRIs is subject to agreement of final legal
documentation and to submission to the Northern Territory
Government, Australia for registration.
The net proceeds of the Fundraising, together
with the Company’s existing cash resources of c.US$4.3 million, the
balance of Falcon’s net carry of A$3.75m due from Tamboran and the
consideration from the grant of the ORRIs, if finalised, will
primarily be used to fund Falcon’s share of estimated capital
expenditure in respect of the work to be carried out on the
proposed Shenandoah South Pilot Project (the
“Pilot”) in 2024, including the drilling of two
3,000 km horizontal wells and the stimulation and flow test of two
wells in the Beetaloo Sub-basin, Australia. These proceeds will
also enable Falcon to fund its share of the cost of the planned
330km2 of 3D seismic survey around the Pilot area, which
it is expected will be acquired during Q4 24 with processed results
being available by Q1 25.
The Placing is being conducted through a
bookbuilding process (the "Bookbuild") which is
being managed by Cavendish Capital Markets Limited (the
"Bookrunner") and will open immediately following
the release of this Announcement and will be made available to
eligible institutional investors. The Bookrunner is also acting as
nominated adviser (for the purpose of the AIM Rules for Companies)
to the Company in connection with the Placing.
Certain directors of the Company have indicated
that they intend to participate in the Fundraising.
Company
Background
Falcon is an international oil and gas company
focused on the exploration and appraisal of unconventional oil and
gas assets, with the current portfolio focused in Australia, South
Africa and Hungary. Its corporate strategy is to explore
unconventional oil and gas basins; following successful
exploration, continue with appraisal programs to determine
commercialisation options; and subsequently monetise assets prior
to production.
Falcon Australia owns 22.5% of three exploration
permits in the Beetaloo Sub-basin, located in the Northern
Territory of Australia (the “Beetaloo”) being
EP76, EP98, EP117 (the "Beetaloo
Exploration Permits") which represent total gross
acreage of 4.6 million, or 1 million acres net to Falcon
Australia’s 22.5% participating interest.
In 2014, Falcon Australia farmed-out 35% of its
participating interest in the Beetaloo Exploration Permits to a
subsidiary of Origin Energy Limited (“Origin”),
and 35% of its interest in the Beetaloo Exploration Permits to
Sasol Petroleum Australia Limited ("Sasol"), a
subsidiary of Sasol Limited, pursuant to the terms of a farm out
agreement (“Farm-out Agreement”), in a deal worth
A$200 million (c.US$143 million). In 2020, Falcon Australia farmed
down a further 7.5% and Origin agreed to increase the gross cost
cap of the work program by A$150.5 million (c.US$97 million) to
A$263.8 million (c.US$170 million).
In November 2022, Origin completed the sale of
100 per cent of its interest in joint venture to Tamboran (B1) Pty
Limited (“Tamboran B1”). Tamboran B1 is the 100%
holder of Tamboran B2 Pty Limited, with Tamboran B1 being a 50:50
joint venture between Tamboran Resources Limited and Daly Waters.
As part of the transaction, Falcon Australia was granted an
additional gross carry on future well costs up to A$30 million (net
A$6.75 million to Falcon) and the introduction of drilling spacing
units ("DSUs”) on sole risk operations providing
optionality to Falcon Australia on future wells to be drilled.
To date, the JV has drilled eight wells in the
Beetaloo region. In December 2023, Falcon announced the successful
flow test at Shenandoah South 1H (“SS1H”). SS1H
was drilled to 4,300 meters TD, including a horizontal section over
1,074m intersecting ~90 meters of the Amungee Member B-shale,
representing the thickest section seen in the Beetaloo Sub-basin
depocenter to date. Logging of the Amungee Member B-shale formation
indicated potentially higher porosity and gas saturation relative
to offset wells Initial evaluation confirms reservoir continuity of
the Amungee Member B-shale over 150 kilometers between Amungee
NW-2H and Beetaloo W-1 wells. Diagnostic fracture injection test
(“DFIT”) results demonstrated an over-pressured regime at the
Shenandoah South location, with a pore pressure gradient of at
least 0.54 psi /ft. This is in line with results demonstrated at
the Tanumbirini well (0.51 – 0.56 psi/ft), providing confidence on
the ability to replicate or exceed the commercial flow rates
achieved at the Tanumbirini location. Stimulation activities which
included 10 stimulation stages within the Amungee Member B-shale
over a 500-metre horizontal section was completed on 7 December
2023.
In February 2024, the Company announced that the
SS1H well achieved an average 30-day initial production (IP30) flow
rate of 3.2 million cubic feet per day (MMcf/d) over the 1,644-foot
(501 metres), 10 stage stimulated length within the Amungee Member
B-Shale, normalised to 6.4 MMcf/d over 3,281-feet (1,000 metres),
significantly exceeding pre-drill expectations and achieving what
Falcon and its partners believe to be above the commercial
threshold required to progress the Beetaloo to the Pilot
development during 2024, subject to funding and key stakeholder
approvals.
In March 2024, Falcon announced that it had
elected to reduce its working interest in the proposed Pilot
project from 22.5% to 5%, optimising its interest in the Beetaloo,
since Falcon will only have to pay for 5% of the costs of the two
wells to be drilled in 2024 as part of the Pilot development, but
still retaining a weighted average 10% working interest in the
enlarged area of circa 72,000 acres around the Pilot and a 22.5%
working interest in the remaining 4.6 million acres (together, the
“Remaining Area”). Shortly thereafter, the Company
announced that the SS1H well achieved an average 60-day initial
production (IP60) flow rate of 3.0 million cubic feet per day
(MMcf/d) over the 1,644-foot (501 metres), 10 stage stimulated
length within the Amungee Member B-Shale, normalised to 6.0 MMcf/d
over 3,281-feet (1,000 metres).
Reasons for
the Fundraising
The estimated gross capex for work to be carried
out on the Pilot development and other Beetaloo related costs in
2024 is c.US$82 million. Under the terms of the Farm-out Agreement,
Falcon’s net cash contribution is estimated at c.US$9 million,
including contingency.
The net proceeds of the Fundraising, together
with the Company’s existing cash resources of c.US$4.3 million, the
balance of Falcon’s net carry of A$3.75m due from Tamboran and the
consideration payable in respect of the grant of the ORRIs, if
finalised, will primarily be used to fund Falcon’s share of
estimated capital expenditure in respect of the work to be carried
out on the Pilot development in 2024, including the drilling of two
wells and the stimulation and flow test of two wells in the
Beetaloo Sub-Basin, Australia and other related Beetaloo costs. The
net proceeds will also enable Falcon to fund its share of the cost
of the planned 330km2 of 3D seismic survey around the
Pilot area, which it is expected will be acquired during Q4 24 with
processed results being available by Q1 25.
Details of
the Placing
The Placing will be managed on the Company's
behalf by the Bookrunner in accordance with the terms and
conditions set out in Appendix to this Announcement. The Placing is
not being underwritten by the Bookrunner. The Company reserves the
right to issue and sell a lesser number of Common Shares through
the Placing and to settle certain of the Placing Shares by way of a
direct subscription with the Company. The Placing will be conducted
in accordance with the terms and conditions set out in the
Appendix. The Bookbuild, to determine demand for participation in
the Placing, will commence with immediate effect following the
release of this Announcement and is expected to close no later than
6.30 p.m. UK time on 19 April 2024. However, the timing of the
closing of the Bookbuild is at the absolute discretion of the
Bookrunner. The Bookrunner and the Company reserve the right to
close the Bookbuild earlier or later, without further notice.
The number of Placing Shares and allocations
will be determined by the Company and the Bookrunner following the
close of the Bookbuild, but the number of Placing Shares and
Subscription Shares will not, in aggregate, exceed 133,333,333
Common Shares. The Placing Shares will, when issued, be credited as
fully paid and will rank equally in all respects with the existing
Common Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of such
Common Shares after the date of issue of the Placing Shares.
As detailed in the Appendix, the Placing is
conditional upon, inter alia, Admission becoming effective and the
Placing Agreement not being terminated prior to Admission.
This Announcement should be read in its
entirety. In particular, your attention is drawn to the "Important
Information" section of this Announcement and to the detailed terms
and conditions of the
Placing and
further information
relating to the
Bookbuild described
in the Appendix. By choosing to
participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, investors will be deemed
to have read and understood this Announcement in its entirety
(including the Appendix) and to be making such an offer on the
terms and subject to the conditions in it, and to be providing the
representations, warranties, acknowledgements and undertakings
contained in the Appendix.
Grant of Overriding Royalty
Interests
Alongside the Fundraising, Falcon Australia has
entered into agreements (the “ORRI
Agreements”) granting certain overriding royalty
interests over Falcon Australia’s working interests in the Beetaloo
Sub-Basin exploration permits.
Under the terms of the ORRI Agreements, Falcon
Australia has agreed to grant:
- to Daly Waters, in consideration
for a cash payment of US$3 million, an overriding royalty interest
of 6.0% in respect of the area around the Pilot development,
measuring 51,200 acres, in which Falcon has a 5% working interest,
and an overriding royalty interest of 1.3333% in respect of the
Remaining Area; and
- to a major US-based energy services
provider, in consideration for a cash payment of US$1 million, an
overriding royalty interest of 2% in respect of the area around the
Pilot development, measuring 51,200 acres, and an overriding
royalty interest of 0.4444% in respect of the Remaining Area.
Completion of the grant of the ORRIs is subject
to agreement of final legal documentation and to submission to the
Northern Territory Government, Australia for registration.
Daly Waters is a wholly owned subsidiary of
Sheffield Holdings LP, a vehicle controlled by Brian Sheffield, a
highly successful investor who has made significant returns in the
US unconventional energy sector. Brian Sheffield was Founder of
Parsley Energy Inc. (“PE”), an independent
unconventional oil and gas producer in the Permian Basin, Texas and
previously served as its Chairman and CEO. PE was acquired for over
US$7 billion by Pioneer Natural Resources Company
(“Pioneer”), itself a leading independent oil and
gas company.
UK Market
Abuse Regulation
This Announcement contains inside information
for the purposes of Article 7 of UK MAR. Market soundings, as
defined in UK MAR, were taken in respect of the Placing, with the
result that certain persons became aware of inside information, as
permitted by UK MAR. That inside information is set out in this
Announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of Article 17 of UK MAR. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of inside information relating to the
Company and its securities. The person responsible for arranging
the release of this announcement on behalf of Falcon is Phillip
O’Quigley.
|
For further information on the Announcement, please contact:
|
|
Falcon Oil &
Gas Ltd
Phillip O’Quigley / Anne Flynn |
+353 1 676 8702
|
Cavendish Capital Markets
Limited (Nominated Adviser and
Bookrunner)
Neil McDonald / Adam Rae
|
+44 131 220 9771 |
Capitalised terms used but not defined in the
text of this Announcement shall have the meanings given to such
terms in the sections headed 'Definitions' and 'Glossary'
below.
About Falcon
Oil & Gas
Ltd
Falcon is an international oil and gas company
engaged in the exploration and development of unconventional oil
and gas assets, with the current portfolio focused in Australia,
South Africa and Hungary. Falcon is incorporated in British
Columbia, Canada and headquartered in Dublin, Ireland with a
technical team based in Budapest, Hungary.
Falcon is listed on AIM and the TSX Venture
Exchange Market.
Competent
Person's Statement
In accordance with the guidelines of AIM, Dr.
Gábor Bada, Falcon Oil & Gas Ltd’s Head of Technical
Operations, who holds a geology degree from the Eötvös L.
University in Budapest, Hungary and a PhD from the Vrije
Universiteit Amsterdam, the Netherlands, and is a member of the
American Association of Petroleum Geologists, meets the criteria of
qualified person under the AIM guidance note for mining and oil and
gas companies, has reviewed and approved the technical information
contained in this Announcement.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term
is defined in the policies
of the TSX Venture
Exchange) accepts responsibility
for the adequacy or
accuracy of this release.
IMPORTANT
INFORMATION
The Bookrunner, who is authorised and regulated
in the United Kingdom by the FCA, is acting as the Company's
nominated adviser (pursuant to the AIM Rules for Nominated
Advisers) and the bookrunner to the Company. The Bookrunner is
acting exclusively for the Company solely in connection with the
Placing and no other person in connection with the Placing. The
Bookrunner will not regard any other person as its customer or be
responsible to any other person for providing the protections
afforded to customers of the Bookrunner nor for providing advice in
relation to the transactions and arrangements detailed in this
Announcement for which the Company and the Directors are solely
responsible. The Bookrunner has not authorised the contents of, or
any part of, this Announcement and, without limiting the statutory
rights of any recipient of this Announcement, no liability
whatsoever is accepted by the Bookrunner for the accuracy of any
information or opinions contained in this Announcement or for
omissions of any material information for which it is not
responsible. The responsibilities of the Bookrunner as the
Company's nominated adviser solely for the purposes of the AIM
Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to the Company or any Director or to any
other person in respect of his decision to acquire Common Shares,
or otherwise invest, in the Company in reliance on any parts of
this Announcement.
This Announcement has been issued by, and is the
sole responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Bookrunner or by any of its affiliates, agents, directors, officers
or employees as to or in relation to, the accuracy or completeness
of this Announcement or any other written or oral information made
available to, or publicly available to, any interested party or its
advisers, and any liability therefore is expressly disclaimed.
The distribution of the Announcement and the
offering of the Placing Shares in certain jurisdictions may be
restricted or prohibited by law or regulation. Persons distributing
the Announcement must satisfy themselves that it is lawful to do
so. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. No
action has been taken by the Company or the Bookrunner or any of
their respective affiliates, agents, directors, officers or
employees that would permit an offering of the Placing Shares or
possession or distribution of the Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession the Announcement comes are required by the
Company and the Bookrunner to inform themselves about, and to
observe, such restrictions.
Solely for the purposes of the product
governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended
(‘‘MiFID II’’); (b) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the ‘‘MiFID II Product Governance
Requirements’’), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
‘‘manufacturer’’ (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the
‘‘Target Market Assessment’’). Notwithstanding the
Target Market Assessment, Placees should note that: the price of
the Placing Shares may decline and investors could lose all or part
of their investment; the Placing Shares offer no guaranteed income
and no capital protection; and an investment in the Placing Shares
is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing Shares. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, the
Bookrunner will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking
its own Target Market Assessment in respect of the Placing Shares
and determining appropriate distribution channels.
The Announcement contains (or may contain)
certain forward-looking statements that are subject to risks and
uncertainties. Forward looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; and (ii) business and management strategies and
the expansion and growth of the Company’s operations. These
statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect", "will", "may", "should",
"plan", "target", "aim" and words of similar meaning or similar
expressions or negatives therefor, reflect the Directors' beliefs
and expectations and involve a number of risks, uncertainties and
assumptions that could cause actual results and performance to
differ materially from any expected future results or performance
expressed or implied by any such forward-looking statement. Many of
these risks and uncertainties relate to factors that are beyond the
Company’s ability to control or estimate precisely, such as (i)
price fluctuations in crude oil and natural gas; (ii) currency
fluctuations; (iii) drilling and production results; (iv) reserves
estimates; (v) loss of market share and industry competition; (vi)
environmental and physical risks; (vii) risks associated with the
identification of suitable potential acquisition properties and
targets, and successful negotiation and completion of such
transactions; (viii) legislative, fiscal and regulatory
developments including regulatory measures addressing climate
change; (ix) economic and financial market conditions in various
countries and regions; (x) political risks, including the risks of
renegotiation of the terms of contracts with governmental entities,
delays or advancements in the approval of projects and delays in
the reimbursement of shared costs; (xi) drilling wells is
speculative, often involving significant costs that may be more
than estimated and may not result in discoveries and (xii) changes
in trading conditions. The Company cannot give any assurance that
such forward-looking statements will prove to have been correct.
Statements contained in the Announcement regarding past trends or
activities should not be taken as a representation that such trends
or activities will continue in the future. The information
contained in the Announcement is subject to change without notice
and, except as required by applicable law, neither the Bookrunner
nor the Company assumes any responsibility or obligation to update
publicly or review any of the forward-looking statements contained
herein whether as a result of new information, future events or
otherwise. You should not place undue reliance on forward-looking
statements, which speak only as of the date of the Announcement.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of the
Company or any other person following the implementation of the
Placing or otherwise.
The price of Common Shares and the income from
them may go down as well as up and investors may not get back the
full amount invested on disposal of the Common Shares. Past
performance is no guide to future performance and persons who
require advice should consult an independent financial adviser.
This Announcement, including the Appendix, is
not for release, publication or distribution, in whole or in part,
directly or indirectly, in or into the United States, Australia,
Japan or the Republic of South Africa or any jurisdiction into
which the publication or distribution would be unlawful. Overseas
Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward this document to a jurisdiction outside the
United Kingdom should seek appropriate advice before taking any
action.
This Announcement is for information purposes
only and does not constitute, or form part of, a prospectus
relating to the Company nor does it constitute or form part of any
invitation or an offer to any person, or any public offer, to
issue, sell, subscribe for, purchase or otherwise acquire shares or
the solicitation of an offer to acquire, purchase or subscribe for
any securities in the United States, Australia, Canada, the
Republic of South Africa or Japan or any jurisdiction in which such
offer or solicitation would be unlawful or require preparation of
any prospectus or other offer documentation or would be unlawful
prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction. No public
offering of the Placing Shares is being made in any such
jurisdiction.
The securities referred to in this Announcement
have not been nor will be registered under the Securities Act, and
may not be offered, sold or transferred, directly or indirectly,
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. No public offering of the
securities referred to in this Announcement is being made in the
United States, United Kingdom or elsewhere.
Neither the content of the Company's website (or
any other website) nor the content of any website accessible from
hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this Announcement.
DEFINITIONS
The following definitions apply throughout this
Announcement unless the context otherwise requires:
"£" means the lawful currency
of the United Kingdom;
"A$" means the lawful currency
of Australia;
“Admission” means admission of
the New Common Shares to trading on AIM and the TSX Venture
Exchange Market;
“Affiliate” means, in respect
of the Bookrunner or the Company (as the context requires), any
Associate of the Bookrunner or Company and any of their respective
directors, agents, officers and employees;
“AIM” means the Alternative
Investment Market, a market regulated by the London Stock
Exchange;
“AIM Rules”
means the AIM Rules for Companies and the AIM Rules for Nominated
Advisers;
“AIM Rules for Companies” means
the rules published by the London Stock Exchange governing
admission to AIM and the regulation of companies whose securities
are admitted to trading on AIM (and any guidance notes in relation
to the foregoing), as each may be amended from time to time;
“AIM Rules for Nominated
Advisers” means the rules of the London Stock Exchange
governing the eligibility criteria, ongoing obligations and
disciplinary provisions for nominated advisers, as amended from
time to time;
“Announcement” means this
announcement and the Appendix;
“Associate” means in respect of
a person, any holding company, subsidiary undertaking or branch of
such person or any holding company, subsidiary undertaking or
branch of any such holding company, subsidiary undertaking and
branch or any of their respective associated undertakings and
“Associates” shall be construed accordingly;
“Bookbuild” means the
bookbuilding process being conducted by the Bookrunner in
connection with the Placing;
“Bookrunner” means Cavendish
Capital Markets Limited, a company incorporated in England and
Wales with registered number 06198898;
“Canadian Securities Laws”
means all applicable Canadian securities laws and the respective
rules and regulations under such laws, together with published
policy statements, notices and orders of the Securities
Commissions;
“Common
Shares” means the common shares in the share
capital of the Company;
“Direct Subscribers” means the
persons who have agreed to subscribe for Subscription Shares
directly with the Company pursuant to the Subscriptions and have
not been introduced to the Company by the Bookrunner;
“Director” means a director of
the Company;
"EEA" means the European
Economic Area;
"EU Prospectus
Regulation" means the EU Prospectus Regulation 2017/1129,
as amended from time to time;
“EU Qualified Investor” has the
meaning given to it in Article 2(e) of the EU Prospectus
Regulation;
"Falcon
Australia" means Falcon Oil & Gas Australia
Ltd., an indirect c.98% subsidiary of the Company;
"FCA" means the Financial
Conduct Authority;
"FSMA" means the Financial
Services and Markets Act 2000, as amended;
“Fundraising” means together
the Placing and the Subscriptions;
"Group" means the Company and
its subsidiary undertakings and Associates and "Group
Company" means any one of them;
“Issue Price”
means £0.06 per New Common Share;
“London Stock
Exchange” means the London Stock Exchange plc;
“New Common Shares” means the
Placing Shares and the Subscription Shares;
"Order" means the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended from time to time;
"Overseas Shareholders" means
shareholders with registered addresses, or who are citizens or
residents of, or incorporated in, countries outside of the United
Kingdom;
"Placees" means persons who
have agreed to subscribe for Placing Shares pursuant to the
Placing;
“Placing” means the proposed
placing of the Placing Shares described in this Announcement;
“Placing Agreement” means the
placing agreement among the Company and the Bookrunner dated 18
April 2024;
“Placing Shares” means the new
Common Shares that the Company is seeking to issue in the
Placing;
"Placing Results Announcement"
means the press announcement giving details of, inter
alia, the number of Placing Shares to be issued by the Company
to Placees at the Issue Price;
"Regulatory Information
Service" means any of the services set out in the list of
Primary Information Providers maintained by the FCA;
"Securities
Act" means United States Securities Act of 1933,
as amended;
"Securities Commissions" means
the securities commissions or similar regulatory authorities in
British Columbia;
“Subscriptions” the
subscriptions of the Subscription Shares at the Issue Price by the
Direct Subscribers;
“Subscription Agreement” means
the subscription agreements to be entered into between the Company
and each of the Direct Subscribers;
“Subscription Proceeds” means
an amount equal to the product of the Issue Price and aggregate
number of Subscription Shares;
“Subscription Shares” the
subscription for new Common Shares by the Direct Subscribers;
“TSX Venture
Exchange” means the TSX Venture Exchange Inc;
“TSX Venture Exchange Market”
means the TSX Venture Exchange market for securities operated by
the TSX Venture Exchange;
"TSXV Rules" means the rules,
regulations and policies of the TSX Venture Exchange including the
TSX Venture Exchange Corporate Finance Manual;
"UK MAR" means the UK version
of the Market Abuse Regulation (EU) No 596/2014 which forms part of
UK law by virtue of the European Union (Withdrawal) Act 2018;
“UK Prospectus Regulation”
means Regulation (EU) 2017/1129 as amended, as it forms part of UK
law as retained EU law as defined in, and by virtue of, the
European Union (Withdrawal) Act 2018 (as amended);
"UK Qualified Investor" has the
meaning given to it in Article 2(e) of the UK Prospectus
Regulation;
"US$" means the lawful currency
of the United States; and
"United States" means the
United States of America, its territories and possessions, any
state of the United States and the District of Columbia.
EXCHANGE
RATES
Conversions from A$ to US$ in this announcement
have been conducted at an exchange rate of 1.55:1 being the
relevant exchange rate on 18 April 2024. Conversions from US$ to £
in this announcement have been conducted at an exchange rate of
0.8:1 being the relevant exchange rate on 18 April 2024.
GLOSSARY
The following glossary of terms applies
throughout this Announcement, unless the context otherwise
requires:
“bbl/MMscf” means the ratio of
hydrocarbon liquids and gas expressed as barrels per million
standard cubic feet;
“mTVD” means meter true
vertical depth;
“MMscf" means million standard
cubic feet of gas;
"MMscf/d" means million standard cubic feet of gas
per day;
"petroleum" composite term for natural gas, crude
oil and liquids;
"production" means the
production of petroleum from a discovery which has been developed;
and
"TCF" means trillion cubic feet
of gas.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION
FOR PLACEES
ONLY
THIS ANNOUNCEMENT, INCLUDING THIS
APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THE
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR
INTO OR FROM
THE UNITED
STATES, AUSTRALIA,
JAPAN, THE
REPUBLIC OF SOUTH
AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD
BE UNLAWFUL. PERSONS INTO WHOSE
POSSESSION THIS
ANNOUNCEMENT COMES
ARE REQUIRED BY
THE COMPANY AND THE BOOKRUNNER TO
INFORM THEMSELVES
ABOUT AND TO
OBSERVE ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE
TO TAKE PART IN THE PLACING. THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT,
AND BEING DISTRIBUTED TO, PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS
(AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND
ARE:
(A) IF
IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS
WHO ARE QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION;
(B) IF
IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION AND WHO
ALSO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED ("THE
ORDER") OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE
ORDER; AND
(C) ANY
OTHER PERSON TO
WHOM IT MAY
OTHERWISE LAWFULLY
BE COMMUNICATED,
AND, IN EACH CASE, WHO HAVE BEEN INVITED
TO PARTICIPATE IN THE PLACING BY THE BOOKRUNNER (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN
IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES
THAT IT IS
LAWFUL TO DO
SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY
TO RELEVANT
PERSONS AND WILL
BE ENGAGED IN
ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY THE LONDON STOCK EXCHANGE OR THE TSX VENTURE
EXCHANGE OR AN AUTHORISED PERSON WITHIN THE MEANING OF FSMA, NOR IS
IT INTENDED THAT IT WILL BE SO APPROVED. RELIANCE ON THIS
ANNOUNCEMENT FOR THE PURPOSE OF
ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN
INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR
OTHER ASSETS INVESTED.
THIS ANNOUNCEMENT IS NOT AN OFFER OF
SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD,
TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY,
IN, INTO OR FROM THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS
IN RELIANCE ON AND IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT (“REGULATION S”). NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES,
THE UNITED KINGDOM OR ELSEWHERE. NO REPRESENTATION
IS BEING MADE AS TO THE AVAILABILITY OF ANY EXEMPTION UNDER THE
SECURITIES ACT FOR THE REOFFER, RESALE, PLEDGE OR TRANSFER OF THE
PLACING SHARES. NO MONEY,
SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE
THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED.
WITHOUT PRIOR WRITTEN APPROVAL OF TSX
VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE CANADIAN
SECURITIES LAWS, THE PLACING SHARES MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE
FACILITIES OF TSX
VENTURE EXCHANGE
OR OTHERWISE IN
CANADA OR TO
OR FOR THE
BENEFIT OF A CANADIAN RESIDENT UNTIL THE DATE THAT IS FOUR
MONTHS AND A DAY AFTER THE DATE OF
ISSUANCE.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS,
PRODUCT DISCLOSURE STATEMENT OR DISCLOSURE DOCUMENT FOR
THE PURPOSES OF THE CORPORATIONS
ACT 2001 (CTH) AND HAS
NOT BEEN LODGED WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS
COMMISSION ("ASIC"). ACCORDINGLY, THIS ANNOUNCEMENT DOES NOT
CONTAIN THE INFORMATION WHICH WOULD BE CONTAINED IN A PROSPECTUS
AND DOES NOT PURPORT TO CONTAIN ALL OF THE
INFORMATION THAT MAY BE NECESSARY OR DESIRABLE TO
ENABLE A POTENTIAL INVESTOR TO PROPERLY EVALUATE AND CONSIDER AN
INVESTMENT IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT PURPORT TO BE
COMPLETE, NOR DOES IT CONTAIN ALL THE INFORMATION WHICH MAY BE
MATERIAL TO A RECIPIENT OF THIS ANNOUNCEMENT. IT
SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S OTHER PUBLIC
FILINGS WHICH CAN BE FOUND AT WWW.SEDARPLUS.CA. NO
OFFER OF SECURITIES IN THE COMPANY IS BEING OR WILL BE MADE IN
AUSTRALIA IN CIRCUMSTANCES WHICH WOULD REQUIRE SUCH A PROSPECTUS TO
BE PREPARED. THE ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND
IS NOT AND SHOULD NOT BE CONSIDERED
AN OFFER OR
AN INVITATION TO
ACQUIRE ENTITLEMENTS,
OR SHARES OR ANY OTHER
FINANCIAL PRODUCTS UNDER AUSTRALIAN LAW OR UNDER ANY OTHER
LAW.
EACH PLACEE
SHOULD CONSULT
WITH ITS OWN
ADVISERS AS TO
LEGAL, TAX, BUSINESS AND RELATED
ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES. THE
DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT,
ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD
INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
This Announcement (or any part of it) does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in the United States, Australia, Canada, Japan or the
Republic of South Africa or any other jurisdiction in which the
same would be unlawful. No public offering of the Placing Shares is
being made in any such jurisdiction.
All offers of the Placing Shares in the United
Kingdom, or the EEA will be made pursuant to an exemption from the
requirement to produce a prospectus under the UK Prospectus
Regulation or the EU Prospectus Regulation, as appropriate. In the
United Kingdom, this Announcement is being directed solely at
persons in circumstances in which section 21(1) of FSMA does not
apply.
The Placing Shares have not been approved or
disapproved by the United States Securities and Exchange
Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this Announcement. Any representation
to the contrary is a criminal offence in the United States. The
relevant clearances have not been, nor will they be, obtained from
the securities commission of any province or territory of Canada,
no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; the relevant clearances have not been, and
will not be, obtained for the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation
to the Placing Shares and the Placing Shares have not been, nor
will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia,
Canada, Japan or the Republic of South Africa. Accordingly, the
Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction
outside the United Kingdom.
The information in this Announcement may not be
forwarded or distributed to any other person and may not be
reproduced in any manner whatsoever. Any forwarding, distribution,
reproduction, or disclosure of this information in whole or in part
is unauthorised. Failure to comply with this directive may result
in a violation of the Securities Act or the applicable laws of
other jurisdictions. Persons (including, without limitation,
nominees and trustees) who have a contractual right or other legal
obligations to forward a copy of this Announcement should seek
appropriate advice before taking any action.
This Announcement should be read in its
entirety. In particular, you should read and understand the
information provided in this "Important Information" section of
this Announcement. Persons (including individuals, funds or
otherwise) who have chosen to participate in the Placing will be
deemed to have read and understood this Announcement, including
this Appendix, in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions, and
providing the representations, warranties, indemnities,
acknowledgements, and undertakings contained in this
Announcement.
In this Appendix, unless the context otherwise
requires, "Placee" means a Relevant Person (including individuals,
funds or others) by whom or on whose behalf a commitment to
subscribe for Placing Shares has been given. In particular, each
such Placee represents, warrants, acknowledges and agrees (amongst
other things) that:
- it is a Relevant
Person and undertakes that it will acquire, hold, manage or dispose
of any Placing Shares that are allocated to it for the purposes of
its business;
- in the case of a
Relevant Person in the United Kingdom who acquires any Placing
Shares pursuant to the Placing: (i) is a UK Qualified Investor; or
(ii) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation, (A) the Placing Shares acquired by it in
the Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in the
United Kingdom or to which the UK Prospectus Regulation otherwise
applies other than UK Qualified Investors or in circumstances in
which the prior consent of the Bookrunner has been given to the
offer or resale; or (B) where Placing Shares have been acquired by
it on behalf of persons in the United Kingdom other than UK
Qualified Investors, the offer of those Placing Shares to it is not
treated under the UK Prospectus Regulation as having been made to
such persons;
- in the case of a
Relevant Person in a member state of the EEA (each, a “Relevant EEA
Member State”) or to which the EU Prospectus Regulation otherwise
applies who acquires any Placing Shares pursuant to the Placing:
(i) is an EU Qualified Investor; or (ii) in the case of any Placing
Shares acquired by it as a financial intermediary, as that term is
used in Article 5(1) of the EU Prospectus Regulation, (A) the
Placing Shares acquired by it in the Placing have not been acquired
on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in any Relevant EEA Member State other
than EU Qualified Investors or in circumstances in which the prior
consent of the Bookrunner has been given to the offer or resale; or
(B) where Placing Shares have been acquired by it on behalf of
persons in any Relevant EEA Member State other than EU Qualified
Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such
persons;
- (i) it is not
within the United States and will not be within the United States
at the time the Placing Shares are acquired by it (ii) it is
acquiring the Placing Shares in an “offshore transaction” as
defined in Regulation S under the Securities Act, and (iii) it is
not acquiring the Placing Shares as a result of an “directed
selling efforts” (within the meaning of Regulation S under the
Securities Act);
- it is acquiring
the Placing Shares for its own account or is acquiring the Placing
Shares for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the representations, warranties, indemnities, acknowledgements and
agreements contained in this Announcement; and
- it understands
(or, if acting for the account of another person, such person
understands) the resale and transfer restrictions set out in this
Announcement.
The Company and the Bookrunner will rely upon
the truth and accuracy of the foregoing representations,
acknowledgements and agreements.
Details of
the Placing
The Bookrunner will commence the Bookbuild in
respect of the Placing. The book will open with immediate effect
following the release of this Announcement. The Bookrunner has
entered into an agreement with the Company (the “Placing
Agreement”) under which, subject to the terms and
conditions set out in that agreement, the Bookrunner has agreed to
use its reasonable endeavours to procure Placees for the Placing
Shares at the Issue Price.
The Placing is conditional upon, amongst other
things, Admission becoming effective and the Placing Agreement
becoming unconditional in all respects and not being terminated in
accordance with its terms.
The Placing Shares will, when issued, be subject
to the articles of association of the Company and credited as full
paid and will rank pari passu in all respects with the existing
issued Common Shares, including the right to receive dividends and
other distributions declared, made or paid in respect of such
Common Shares after the date of issue of the Placing Shares.
Application
for Admission to
trading
Application will be made to:
- the London Stock
Exchange for admission of the New Common Shares to trading on AIM;
- TSX Venture
Exchange for listing of the New Common Shares for trading on TSX
Venture Exchange Market,
in relation to Admission.
Subject to, amongst other things, the Placing Agreement becoming
unconditional and not being terminated in accordance with its
terms, it is expected that Admission will become effective and that
dealings in the New Common Shares will commence on AIM at 8.00 a.m.
on 26 April 2024. The Placing Shares will not trade on the TSX
Venture Exchange until the date that is four months and a day after
the day of issuance.
Participation in,
and principal
terms of, the
Placing
- The Bookrunner is
arranging the Placing as agent for and on behalf of the
Company.
- Participation in
the Placing will only be available to persons who are Relevant
Persons and who may lawfully be, and are, invited by the Bookrunner
to participate. The Bookrunner and any of its Affiliates are
entitled to enter bids in the Bookbuild.
- The Bookbuild
will establish the number of Placing Shares to be issued by the
Company at the Issue Price, which will be payable by all Placees
whose bids are successful. The number of Placing Shares to be
issued will be announced through the Placing Results Announcement
following the completion of the Bookbuild.
- To bid in the
Bookbuild, Placees should communicate their bid by telephone to
their usual sales contact at the Bookrunner. Each bid should state
the number of Placing Shares which the prospective Placee wishes to
acquire at the Issue Price. Bids may be scaled down by the
Bookrunner on the basis referred to in paragraph 9 below.
- The Bookbuild is
expected to close no later than 18.30 UK time on 19 April 2024 but
may close earlier or later at the discretion of the Bookrunner. The
Bookrunner may, in agreement with the Company, accept bids that are
received after the Bookbuild has closed.
- Each Placee’s
allocation will be determined by the Bookrunner in its discretion
following consultation with the Company and will be confirmed
orally by the Bookrunner as soon as practicable following the close
of the Bookbuild. Each Placee’s allocation and commitment will be
evidenced by a form of confirmation issued to such Placee by the
Bookrunner (“Confirmation”). The terms of this
Appendix will be deemed incorporated in that Confirmation.
- Such
Confirmation will constitute an irrevocable legally binding
commitment by that person (who will at that point become a Placee)
in favour of the Bookrunner and the Company to subscribe for the
number of Placing Shares allocated to it at the Issue Price on the
terms and conditions set out in this Appendix (a copy of the terms
and conditions having been provided to the Placee prior to or at
the same time as such Confirmation) and in accordance with the
Company’s articles of association. Except with the Bookrunner’s
written consent, such commitment will not be capable of variation
or revocation at the time at which it is submitted. For the
avoidance of doubt, the Confirmation constitutes each Placee’s
irrevocable legally binding agreement, subject to the Placing
Agreement not having been terminated, to pay the aggregate
settlement amount for the Placing Shares to be subscribed for by
that Placee regardless of the total number of Placing Shares (if
any) subscribed for by any other investor(s).
- The Company will
release the Placing Results Announcement following the close of the
Bookbuild, detailing the aggregate number of Placing Shares to be
issued.
- The Bookrunner may
choose to accept bids, either in whole or in part, on the basis of
allocations determined at the Bookrunner’s discretion (after
consultation with the Company) and may scale down any bids for this
purpose on such basis as it may determine or be directed. The
Bookrunner may also, notwithstanding paragraphs 5 to 8 above, (a)
allocate Placing Shares after the time of any initial allocation to
any person submitting a bid after that time and (b) allocate
Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time.
- Each Placee’s
obligation to acquire and pay for Placing Shares under the Placing
will be owed to the Bookrunner and the Company. Each Placee has an
immediate, separate, irrevocable and binding obligation, owed to
the Bookrunner, to pay to the Bookrunner (or as it may direct) in
cleared funds an amount equal to the Issue Price for each Placing
Share it has agreed to acquire and the Company has agreed to allot
and issue to the Placee under the Placing.
- Each Placee will
be deemed to have read and understood this Appendix in its
entirety, to be participating in the Placing upon the terms and
conditions contained in this Appendix, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings, in each case as contained in this Appendix.
- To the fullest
extent permitted by law and applicable FCA rules (the “FCA
Rules”), none of (i) the Bookrunner, (ii) any of its
Affiliates, or (iii) to the extent not contained within (i) or
(ii), any person connected with the Bookrunner as defined in FSMA
(a “connected person”), (iv) any person acting on
the Bookrunner’s behalf, shall have any liability (including to the
extent permissible by law, any fiduciary duties) to Placees or to
any person other than the Company in respect of the Placing. In
particular, neither the Bookrunner, any of its respective
Affiliates nor any connected person shall have any liability
(including, to the extent permissible by law, any fiduciary duties)
in respect of their conduct of the Placing or of such alternative
method of effecting the Placing as the Bookrunner and the Company
may agree.
- Irrespective of the
time at which a Placee’s allocation(s) pursuant in the Placing
is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same
time, on the basis explained below under ‘Registration and
Settlement’.
-
All obligations of the Bookrunner under the Placing will be subject
to the fulfilment of the conditions referred to below under
‘Conditions of the Placing’ and to the Placing Agreement not being
terminated on the basis referred to below under ‘Termination of the
Placing Agreement’. In the event that the Placing Agreement does
not otherwise become unconditional in any respect or is terminated,
the Placing will not proceed and all funds delivered by the Placee
to the Bookrunner in respect of the Placee’s participation will be
returned to the Placee at the Placee’s risk without interest.
By participating in the Placing, each Placee agrees that its rights
and obligations in respect of the Placing will terminate only in
the circumstances described below and will not otherwise be capable
of rescission or termination by the Placee.By participating in the
Placing, each Placee is deemed to have read and understood this
Announcement, including this Appendix, in its entirety and to be
making such offer on the terms and conditions, and to be providing
the representations, warranties, acknowledgements, and undertakings
contained in this Appendix. Conditions
of the
Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Bookrunner under the Placing Agreement in
respect of the Placing Shares are conditional on, amongst other
things:
(a) the
Company having complied with its obligations under the Placing
Agreement (to the extent that such obligations fall to be performed
prior to Admission);
(b) Admission
having occurred not later than 8.00 a.m. on 26 April 2024 or such
later time and/or date as the Company and the Bookrunner may agree
(in any event being not later than 8.00 a.m. on 10 May 2024);
(c) the
publication of the Placing Results Announcement through a
Regulatory Information Service no later than 6.30 p.m. on 19 April
2024 (or such later time and/or date as the Company and the
Bookrunner may agree);
(d) the
Subscription Agreements having been completed and the Subscription
Proceeds received by the Company prior to Admission;
(e) in
the opinion of the Bookrunner (acting in good faith), the
warranties given by the Company contained in the Placing Agreement
being true, accurate and not misleading at the date of the Placing
Agreement, the time of execution of the term sheet and immediately
before Admission, and no fact, matter or circumstance having arisen
prior to Admission which would constitute a breach of any of the
representations, warranties or undertakings under the Placing
Agreement; and
(f) from
the date of the Placing Agreement to immediately prior to
Admission, there not having occurred, in the Bookrunner’s opinion
(acting in good faith) an adverse change in, or any development
reasonably likely to result in or have a prospective adverse change
in or affecting, the condition (financial, operational, legal or
otherwise), prospects, earnings, properties, assets, rights, net
asset value, funding position, liquidity, solvency, management,
business affairs or operations of (i) the Company or (ii) the Group
taken as a whole, whether or not arising in the ordinary course of
business, which is material (whether or not foreseeable at the date
of the Placing Agreement),
(all conditions to the obligations of the Bookrunner included in
the Placing Agreement being together, the
"Conditions").
If (i) any of the Conditions are not fulfilled or have become
incapable of being fulfilled and, where permitted, such Conditions
have not been waived by the Bookrunner in accordance with the
Placing Agreement within the respective time periods or such later
time and/or date as the Company and the Bookrunner may agree
(provided that the time for satisfaction of the Conditions shall
not be extended beyond 8.00 a.m. on 10 May 2024) and as such the
Placing Agreement has ceased and determined, or (ii) the Placing
Agreement is terminated in accordance with its terms, the Placing
will not proceed and the Placee's rights and obligations hereunder
in relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
(or any person on whose behalf the Placee is acting) in respect
thereof.
By participating in the Placing, each Placee agrees that its rights
and obligations cease and terminate only in the circumstances
described above and under "Termination of the Placing Agreement"
below and will not be capable of rescission or termination by it
after the issue by the Bookrunner of a Confirmation to such
Placee.
The Bookrunner in its absolute discretion may waive compliance by
the Company with any or all of the Conditions (subject to certain
exceptions) and the Bookrunner may also agree in writing with the
Company to extend the time for satisfaction of any Condition. Any
such extension or waiver will not affect Placees' commitments or
obligations as set out in this Announcement.
The Bookrunner may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
None of the Bookrunner, the Company nor any of their respective
Affiliates shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or the date for the satisfaction of any
Condition nor for any decision they may make as to the satisfaction
of any Condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Bookrunner.
Termination of
the Placing
Agreement
The Bookrunner is entitled at any time before Admission to
terminate the Placing Agreement in relation to its obligations in
respect of the Placing Shares by giving notice to the Company if,
amongst other things:
(a) the
Company fails to comply with any of its undertakings, covenants or
obligations under the Placing Agreement which the Bookrunner
considers, in its sole judgement (acting in good faith) to be
(singly or in aggregate) material in the context of the Placing;
or
(b) any
of the warranties given by the Company in the Placing Agreement is
or becomes untrue, inaccurate or misleading; or
(c) any
statement contained in certain placing documents has become, or an
omission in such placing documents, results in them being untrue,
inaccurate in any material respect in the context of the Placing or
misleading; or
(d) there
has occurred a force majeure event which the Bookrunner considers
in its sole judgement (acting in good faith) to be (singly or in
the aggregate) material such that it would render it impractical or
inadvisable to proceed with the Placing; or
(e) any
material adverse change has occurred in the financial position or
prospects or business of the Company or the Group which, in the
opinion of the Bookrunner (acting in good faith) is material.
Upon such termination, the parties to the Placing Agreement shall
be released and discharged (except for any liability arising before
or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions. If the Placing Agreement is terminated in
accordance with its terms, the rights and obligations of each
Placee in respect of the Placing as described in this Announcement
shall cease and terminate at such time and no claim can be made by
any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the
Company and the Bookrunner that the exercise by the Bookrunner of
any right of termination, waiver or other condition or decision to
extend or not the time for satisfaction of any Condition or any
other right or other discretion under the Placing Agreement shall
be within the absolute discretion of the Bookrunner and that
neither the Company nor the Bookrunner need make any reference to
such Placee and that neither the Bookrunner, the Company nor any of
their respective Affiliates, shall have any liability to such
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) whatsoever in connection with any such exercise or
failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been or
will be submitted to be approved by the FCA or submitted to the
London Stock Exchange or TSX Venture Exchange or any other
regulatory body in relation to the Placing or the Placing
Shares.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and any information
publicly announced through a Regulatory Information Service by or
on behalf of the Company on or prior to the date of this
Announcement (the "Publicly Available
Information") and subject to any further terms set forth
in the Confirmation to be sent to individual Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company, the
Bookrunner or any other person and none of the Bookrunner, the
Company nor any other person acting on such person's behalf nor any
of their respective Affiliates has or shall have any liability for
any Placee's decision to participate in the Placing and/or
Bookbuild based on any other information, representation, warranty
or statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall operate to limit or exclude the liability of
any person for fraudulent misrepresentation.
Registration and
Settlement
Participation in the Bookbuild is only available to persons who are
invited to participate in it by the Bookrunner.
Each Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally or in writing or via
email with the Bookrunner, and such agreement will constitute a
legally binding commitment on such Placee's part to acquire such
number of Placing Shares at the Issue Price subject to the terms
and conditions set out in this Announcement and the Company's
articles of association.
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation or electronic confirmation by
the Bookrunner, as soon as it is able which will confirm the number
of Placing Shares allocated to them, the Issue Price and the
aggregate amount owed by them to the Bookrunner.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the Bookrunner in accordance with either the standing
CREST or certificated settlement instructions which they have in
place with the Bookrunner.
Settlement of transactions in depository interests representing the
Placing Shares following Admission will take place within the
system administered by Euroclear UK & Ireland Limited
("CREST"), subject to certain exceptions.
Settlement of depository interests representing the Placing Shares
through CREST is expected to take place on 26 April 2024 unless
otherwise notified by the Bookrunner and Admission is expected to
occur no later than 8.00 a.m. on 26 April 2024 unless otherwise
notified by the Bookrunner. Admission and settlement may occur at
an earlier date, which if achievable, will be notified through a
Regulatory Information Service. Settlement will be on a delivery
versus payment basis. However, in the event of any difficulties or
delays in the admission of depository interests representing
Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and the Bookrunner may agree that the Placing
Shares should be issued in certificated form. The Bookrunner
reserves the right to require settlement for the Placing Shares (or
a portion thereof), and to deliver the Placing Shares to Placees,
by such other means as they deem necessary if delivery or
settlement of depository interests representing Placing Shares to
Placees is not practicable within the CREST system or would not be
consistent with regulatory requirements in a Placee's
jurisdiction.
Interest is chargeable daily on payments not received from Placees
on the due date in accordance with the arrangements set out above
at the rate of two percentage points above the base rate of
Barclays Bank Plc as determined by the Bookrunner
("Interest").
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunner may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Bookrunner's own account and
benefit, an amount equal to the aggregate amount owed by the Placee
plus any Interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and
may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement
agent, Placees should ensure that, upon receipt, the conditional
form of confirmation is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations and
warranties
By submitting a bid in the Bookbuild, each prospective Placee (and
any person acting on such Placee's behalf) acknowledges,
undertakes, represents, warrants and agrees (for itself and for any
such prospective Placee) that (save where the Bookrunner expressly
agrees in writing to the contrary):
1. it has
read, understood and accepts the terms and conditions set out
within this Announcement, including the Appendix, in its entirety
and that its acquisition of Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties,
acknowledgements, agreements, indemnities and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2. it has
received this Announcement solely for its use and has not
redistributed or duplicated it;
3. no offering
document, prospectus or admission document has been or will be
prepared in connection with the Placing and that it has not
received a prospectus, admission document or other offering
document in connection with the Placing or the Placing Shares;
4. its
participation in the Placing shall also be subject to the
provisions of the Placing Agreement and the articles of association
of the Company in force both before and immediately after
Admission;
5. the Common
Shares are admitted to trading on AIM and the TSX Venture Exchange
and the Company is therefore required to publish certain business
and financial information in accordance with the AIM Rules and TSXV
Rules (collectively, the "Exchange Information"),
which includes a description of the nature of the Company’s
business and the Company’s most recent financial statements and
that it is able to obtain or access such Exchange Information
without undue difficulty and is able to obtain access to such
information or comparable information concerning any other publicly
traded company without undue difficulty;
6. it is not a
resident of Canada and the Placing Shares may not be resold to a
resident of Canada, except in accordance with an exemption from
Canadian Securities Laws, or traded on or through the facilities of
the TSX Venture Exchange until the date that is four months and a
day after the date of issue of the Placing Shares;
7. none of the
Bookrunner, the Company, any of their respective Affiliates nor any
person acting on behalf of any of them has provided, and will not
provide, it with any material regarding the Placing Shares or the
Company other than this Announcement; nor has it requested any of
the Bookrunner, the Company, any of their respective Affiliates or
any person acting on behalf of any of them to provide it with any
such information;
8. it has made
its own assessment of the Placing Shares and has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing;
9. the content
of this Announcement and the Publicly Available Information is
exclusively the responsibility of the Company and that none of the
Bookrunner, any of its respective Affiliates nor any person acting
on behalf of any of them has or shall have any liability for any
information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company and will not be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or
otherwise. Each Placee further represents, warrants and agrees that
the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to subscribe for the
Placing Shares is contained in this Announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and that (A) none of the Bookrunner, the Company nor any of
their respective Affiliates has made any representation or warranty
to it, express or implied, with respect to the Company, the Placing
or the Placing Shares or the accuracy, completeness or adequacy of
the Publicly Available Information; (B) none of the Bookrunner, the
Company, nor their respective Affiliates will be liable for any
Placee’s decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement; (C) it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing, satisfied itself that the information
is still current and relied on that investigation for the purposes
of its decision to participate in the Placing; and (D) has not
relied on any investigation that the Bookrunner, any of its
Affiliates or any person acting on its behalf may have conducted
with respect to the Company, the Placing or the Placing Shares;
10. it if it
has received any confidential price sensitive information about the
Company in advance of the Placing, it has not (i) dealt in the
securities of the Company; (ii) encouraged or required another
person to deal in the securities of the Company; (iii) disclosed
such information to any person, prior to the information being made
generally available; or (iv) relied on any such information in
accepting this invitation to participate in the Placing;
11. none of
the Bookrunner, any of its Affiliates nor any person acting on its
behalf has or shall have any liability for any information,
representation or statement contained in this Announcement or for
any Publicly Available Information, or any representation, warranty
or undertaking relating to the Company nor will they be liable for
any Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
12. it has
complied with its obligations in connection with money laundering
and terrorist financing under the Criminal Justice Act 1988,
Proceeds of Crime Act 2002 (as amended), the Anti-Terrorism, Crime
and Security Act 2001, the Proceeds of Crime Act 2002 (as amended),
the Terrorism Act 2000, the Terrorism Act 2006, the Criminal
Justice (Money Laundering and Terrorism Financing) Act 2010 and the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and any related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect
thereof (the "Regulations") and, if it is making payment on behalf
of a third party, it has obtained and recorded satisfactory
evidence to verify the identity of the third party as may be
required by the Regulations;
13. if a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation, that the Placing Shares subscribed for by
it in the Placing will not be acquired on a non-discretionary basis
on behalf of, nor will they be acquired with a view to their offer
or resale to, persons in the United Kingdom or to which the UK
Prospectus Regulation otherwise applies other than to UK Qualified
Investors, or in circumstances in which the prior consent of the
Bookrunner has been given to the proposed offer or resale;
14. If a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation, that the Placing Shares subscribed for by
it in the Placing will not be acquired on a non-discretionary basis
on behalf of, nor will they be acquired with a view to their offer
or resale to, persons in a member state of the EEA where or to
which the EU Prospectus Regulation applies other than to EU
Qualified Investors, or in circumstances in which the prior consent
of the Bookrunner has been given to the proposed offer or
resale;
15. it has not
offered or sold and will not offer or sell any Placing Shares to
persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of the FSMA;
16. it has not
offered or sold and will not offer or sell any Placing Shares to
persons in the United Kingdom prior to Admission except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted in and which will not result in an offer to the
public in the United Kingdom within the meaning of the UK
Prospectus Regulation;
17. it has not
offered or sold and will not offer or sell any Placing Shares to
persons in the EEA prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the EEA within the meaning of the EU Prospectus
Regulation;
18. it has
only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
19. it has
complied and will comply with all applicable laws with respect to
anything done by it or on its behalf in relation to the Placing
Shares (including all relevant provisions
of FSMA with respect to anything done by it in relation to the
Placing Shares in, from or otherwise involving, the United
Kingdom);
20. it and any
person acting on its behalf (it within the United Kingdom) is a
person falling within Article 19(5) and/or Article 49(2)(a) to (d)
of the Order, or is a person to whom this Announcement may
otherwise be lawfully communicated and undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business
only;
21. any offer
of Placing Shares may only be directed at persons in the United
Kingdom who are UK Qualified Investor and represents and agrees
that it (and any person acting on its behalf) is such a qualified
investor;
22. any offer
of Placing Shares may only be directed at persons in member states
of the EEA who are EU Qualified Investors and represents and agrees
that it (and any person acting on its behalf) is such a qualified
investor;
23. it and/or
each person on whose behalf it is participating (i) is entitled to
subscribe for and acquire Placing Shares under the laws of all
relevant jurisdictions which apply to it; (ii) has fully observed
such laws and regulations; (iii) it has all necessary capacity and
has obtained all necessary consents and authorities to enable it to
commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations, and that
its subscription of the Placing Shares will be in compliance with
applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise;
24. the
Placing Shares have not been registered or otherwise qualified, and
will not be registered or otherwise, for offer and sale nor will a
prospectus be cleared or approved in respect of any of the Placing
Shares under the securities laws of the United States, or any other
jurisdiction of the United States, Australia, Canada, the Republic
of South Africa or Japan and, subject to certain exceptions, may
not be offered, sold, take up, renounced or delivered or
transferred, directly or indirectly within the United States,
Australia, Canada, the Republic of South Africa or Japan or in any
country or jurisdiction where any such action for that purpose is
required;
25. it has
complied with all relevant laws of all relevant territories,
obtained all requisite governmental or other consents which may be
required in connection with the Placing Shares, complied with all
requisite formalities and that it has not taken any action or
omitted to take any action which will or may result in the
Bookrunner, the Company or any of their respective Affiliates
acting in breach of the legal or regulatory requirements of any
territory in connection with the Placing;
26. its
purchase of Placing Shares does not trigger, in the jurisdiction in
which it is resident or located: (i) any obligation to prepare or
file a prospectus or similar document or any other report with
respect to such purchase; (ii) any disclosure or reporting
obligation of the Company; or (iii) any registration or other
obligation on the part of the Company;
27. it has the
funds available to pay for the Placing Shares for which it has
agreed to subscribe and acknowledges and agrees that it will make
payment to the Bookrunner for the Placing Shares allocated to it in
accordance with the terms and conditions of this Announcement on
the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other subscribers or sold as the
Bookrunner may in its discretion determine and without liability to
such Placee and it will remain liable for any shortfall below the
net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this Announcement) which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
28. none of
the Bookrunner, any of its Affiliates nor any person acting on
behalf of the Bookrunner, is making any recommendations to it,
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing nor providing advice in
relation to the Placing nor in respect of any representations,
warranties, acknowledgements, agreements, undertakings, or
indemnities contained in the Placing Agreement nor the exercise or
performance of the Bookrunner’s rights and obligations thereunder
including any rights to waive or vary any Conditions or exercise
any termination right under the Placing Agreement and that
participation in the Placing is on the basis that it is not and
will not be a client of the Bookrunner for the purposes of the
Placing and that the Bookrunner does not have any duties or
responsibilities to it for providing the protections afforded to
its clients or for providing advice in relation to the Placing nor
in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its rights and obligations thereunder
including any rights to waive or vary any Conditions or exercise
any termination right;
29. the person
whom it specifies for registration as holder of the Placing Shares
will be (i) itself or (ii) its nominee, as the case may be. Neither
of the Bookrunner or the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to participate in the
Placing and it agrees to indemnify the Company and the Bookrunner
in respect of the same (including any interest or penalties) on the
basis that depository interests representing Placing Shares will be
allotted to the CREST stock account of the Bookrunner who will hold
them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
30. these
terms and conditions and any agreements entered into by it pursuant
to these terms and conditions and any non-contractual obligations
arising out of or in connection with such agreements shall be
governed by and construed in accordance with the laws of England
and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the English courts as regards any claim, dispute or matter
arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for
the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company and/or the Bookrunner in any jurisdiction
in which the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange;
31. the
Bookrunner, its Affiliates and any person acting on its behalf will
rely upon the truth and accuracy of the representations, warranties
and acknowledgements set forth herein and which are irrevocable and
it irrevocably authorises the Bookrunner to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
32. to
indemnify on an after tax basis and hold the Company, the
Bookrunner and their respective Affiliates and any person acting on
their behalf harmless from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
33. it is
acting as principal only in respect of the Placing or, if it is
acting for any other person, (a) it is duly authorised to do so and
has full power to make the acknowledgments, representations and
agreements herein on behalf of each such person and (b) it is and
will remain liable to the Company and the Bookrunner for the
performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another
person);
34. its
commitment to subscribe for Placing Shares on the terms set out
herein and the Confirmation will continue notwithstanding any
amendment that may in future be made to the terms of the Placing
and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company’s conduct of
the Placing. The foregoing representations, warranties and
confirmations are given for the benefit of the Company and the
Bookrunner. The agreement to settle a Placee's subscription (and/or
the subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to the subscription by it and/or such
person direct from the Company for the Placing Shares in question.
Such agreement assumes, and is based on a warranty from each
Placee, that neither it, nor the person specified by it for
registration as holder, of Placing Shares is, or is acting as
nominee or agent for, and that the Placing Shares will not be
allotted to, a person who is or may be liable to stamp duty or
stamp duty reserve tax under any of sections 67, 70, 93 and 96 of
the Finance Act 1986 (depositary receipts and clearance services).
If there are any such arrangements, or the settlement relates to
any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable. In that event the Placee agrees that it
shall be responsible for such stamp duty or stamp duty reserve tax,
and none of the Company or the Bookrunner shall be responsible for
such stampduty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify the Bookrunner
accordingly;
35. no action
has been or will be taken by any of the Company or the Bookrunner
or any person acting on behalf of the Company or the Bookrunner
that would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
36. in making
any decision to subscribe for the Placing Shares, it has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further confirms that it is
experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to
bear, the economic risk of, and is able to sustain a complete loss
in connection with the Placing. It further confirms that it relied
on its own examination and due diligence of the Company and its
Associates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
37. it has (a)
made its own assessment and satisfied itself concerning legal,
regulatory, tax, business and financial considerations in
connection herewith to the extent it deems necessary; (b) had
access to review Publicly Available Information concerning the
Company that it considers necessary or appropriate and sufficient
in making an investment decision; (c) reviewed such information as
it believes is necessary or appropriate in connection with its
subscription of the Placing Shares; and (d) made its investment
decision based upon its own judgment, due diligence and analysis
and not upon any view expressed or information provided by or on
behalf of the Bookrunner;
38. it may not
rely on any investigation that the Bookrunner or any person acting
on its behalf may or may not have conducted with respect to the
Company, or the Placing and the Bookrunner has not made any
representation to it, express or implied, with respect to the
merits of the Placing, the subscription for the Placing Shares, or
as to the condition, financial or otherwise, of the Company, or as
to any other matter relating thereto, and nothing herein shall be
construed as a recommendation to it to subscribe for the Placing
Shares. It acknowledges and agrees that no information has been
prepared by the Bookrunner or the Company for the purposes of this
Placing;
39. it
will not hold the Bookrunner or any of its Affiliates or any person
acting on their behalf responsible or liable for any misstatements
in or omission from any publicly available information relating to
the Company (including, but not limited to, the Publicly Available
Information) or information made available (whether in written or
oral form) in presentations or as part of roadshow discussions with
investors relating to the Company (the
"Information") and that neither the Bookrunner nor
any person acting on behalf of the Bookrunner makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any
responsibility for any of such Information; and
40. the
Placee (and any person acting on such Placee’s behalf) agrees,
represents and warrants as follows:
(a) it
understands that Placing Shares have not been nor will be
registered under the Securities Act, and may not be offered, sold
or transferred, directly or indirectly, within the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
the securities laws of any state or other jurisdiction of the
United States;
(b) it
understands that the Placing Shares are being offered outside the
United States in reliance on Regulation S under the Securities Act
("Regulation S");
(c) it
is not within the United States and will not be within the United
States at the time the Placing Shares are acquired by it;
(d) it
did not purchase or otherwise acquire the Placing Shares based on
or due to directed selling efforts (as defined in Rule 902 of
Regulation S), including based on an advertisement in a publication
with a general circulation in the United States, nor has it seen or
been aware of any activity that, to its knowledge, constitutes
directed selling efforts in the United States; and
(e) the
current structure of this transaction and all transactions and
activities contemplated hereunder is not a scheme to evade the
registration requirements of the Securities Act.
The representations, warranties, acknowledgements and undertakings
contained in this Announcement are given to the Bookrunner for
itself and on behalf of the Company and are irrevocable.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Bookrunner does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements, agreements or
indemnities in the Placing Agreement.
In addition, Placees should note that they will be liable for any
stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that the Bookrunner or any of its
Affiliates may, at their absolute discretion, satisfy their
obligations to procure Placees by itself agreeing to become a
Placee in respect of some or all of the Placing Shares or by
nominating any connected or associated person to do so.
When a Placee or person acting on behalf of the Placee is dealing
with the Bookrunner, any money held in an account with the
Bookrunner on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under FSMA.
The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from the Bookrunner’s money in
accordance with the client money rules and will be used by the
Bookrunner in the course of its own business; and the Placee will
rank only as a general creditor of the Bookrunner.
References to time in this Announcement are to London time, unless
otherwise stated. All times and dates in this Announcement may be
subject to amendment. The Bookrunner shall notify the Placees and
any person acting on behalf of the Placees of any changes.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go down
as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
AIM and the TSX Venture Exchange Market.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Falcon Oil & Gas (LSE:FOG)
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From Oct 2024 to Nov 2024
Falcon Oil & Gas (LSE:FOG)
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From Nov 2023 to Nov 2024
